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OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number:
Expires:
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING COMMISSION FILE NUMBER
1-11568
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR -----------------------------
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CUSIP NUMBER
69364P109
For Period Ended: September 30, 2000 -----------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ___________________________________________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
____________________________________________________________________________________________________________________________________
PART I -- REGISTRANT INFORMATION
PTI HOLDING INC.
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Full Name of Registrant
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Former Name if Applicable
C/O 15 EAST NORTH STREET
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Address of Principal Executive Office (Street and Number)
DOVER, DE 19901
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City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check appropriate box.)
|X| | (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
| effort or expense;
|
|_| | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR,
| or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
| subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
| | | (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach Extra Sheets if Needed.)
Due to several circumstances, the Registrant was unable to assemble the neccessary information for the Registrant's Quarterly report
on Form 10-Q for the period ended September 30, 2000 on a timely basis and without unreasonable effort.
SEC 1344 (6/94)
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PART IV--OTHER INFORMATION
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(1) Name and telephone number of person to contact in regard to this notification
_ANTHONY COSTANZO____________________________ _________914__________________ _____________________423-8200____________________
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? yes | | Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Company's net sales were $54,265,737 during the nine months ended September 30, 2000, an increase of 4% from net sales
of $52,407,307 for the same period in 1999. Sales for PTI were $39,005,392 for the nine months ended September 30, 2000 and
$40,227,539 for the same period in 1999. The decrease in sales for PTI was attributed to credits issued to customers for
buyback allowances, as well as the related reduction in inventory value. Sales for the nine months ended September 30, 2000
from Flents were $15,260,345 compared to sales of $12,179,768 for the same period in 1999. The increase in sales for Flents was
attributed to the additional months of sales from the acquisition of Karlen, which occurred in April 1999.
The cost of sales for the nine months ended September 30, 2000 was $40,248,015 (resulting in a gross profit margin of
26%), compared to the Company's cost of sales for the nine months ended September 30, 1999 of $37,607,359 (resulting in a gross
profit margin of 28%). PTI's gross profit margin contribution approximated 18% for the nine months ended September 30, 2000 and
23% for the nine months ended September 30, 1999. Flents' gross profit margin contribution approximated 46% for the nine months
ended September 30, 2000 and 45% for the nine months ended September 30, 1999. The fluctuation in gross margins for PTI and
Flents was due primarily to changes in product mix sales. PTI's gross margins for the nine months ended September 30, 2000 were
also affected by increased credit allowances to major customers over the same period in 1999. The cost of sales for PTI for the
nine months ended September 30, 2000 also included additional charges for the write off of obsolete inventories and tooling in
the amounts of $420,000 and $271,000, respectively.
Selling, general and administrative expenses for the nine months ended September 30, 2000 were $15,246,501 compared to
selling, general and administrative expenses of $11,604,232 for the nine months ended September 30, 1999. Selling, general and
administrative expenses, as a percentage of sales were 28% and 22% for the nine months ended September 30, 2000 and 1999,
respectively. The increased selling, general and administrative spending in the nine months of 2000 was primarily due to the
higher costs associated with the expansion of the helmet, bicycle and bicycle accessory business, coupled with the acquisition
of Karlen, installation of new systems and the higher costs for human resources. Selling, general and administrative expenses
for the nine months ended September 30, 2000 also included restructuring charges in the amount of approximately $392,000. The
charges were comprised of $267,000 related to excess warehouse space and other costs and $125,000 in employee severance costs.
The Company had a net loss of $2,296,497 after the minority interest deduction for the 40% outside ownership in Flents for
the nine months ended September 30, 2000 compared to the Company's net income for the nine months ended September 30, 1999 of
$764,365. The reduction in earnings resulted primarily from increased selling, general and administrative spending, increased
license fees, increased sales allowances, financing costs associated with the acquisition of Karlen and from increased goodwill
amortization resulting from the acquisitions.
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______PTI HOLDING INC._____________________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date ________November 15, 2000_______________ By___/s/ Anthony Costanzo___________________________
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
----------------------------------------------------------- ATTENTION --------------------------------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations
under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any
class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T.
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(102196DTI)
